UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No.     )^1/

 

 

 

VITAL IMAGES, INC.

---

(Name of Issuer)

 

Common Stock, Par Value $0.01 Per Share

---

(Title or Class of Securities)

 

 

92846N104                                 (CUSIP Number)

 

February 17, 2004

---

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

1/

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

CUSIP No. 92846N104		13G		Page 2 of 5

 

1		NAMES OF REPORTING PERSONS               John F. White             James F. Rice             Kenneth L. Wolfe             Foster L. Aborn   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION               Each of the Reporting Persons is a United States citizen.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5    SOLE VOTING POWER                   0 shares 6    SHARED VOTING POWER                   722,200 shares 7    SOLE DISPOSITIVE POWER                   0 shares 8    SHARED DISPOSITIVE POWER                   722,200 shares

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               722,200 shares
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)               Not applicable		¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               6.1%*
12		TYPE OF REPORTING PERSON (See Instructions)               IN (each Reporting Person)

 

*

All percentage ownerships reported herein are based on 11,775,529 shares of Common Stock issued and outstanding as of November 8, 2004, as reported by Vital Images, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed with the Securities and Exchange Commission on November 22, 2004.

---

CUSIP No. 92846N104		13G		Page 3 of 5

 

ITEM 1

(a).

NAME OF ISSUER:

Vital Images, Inc.

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

3300 Fernbrook Lane N., Suite 200, Plymouth, Minnesota 55447

ITEM 2

(a).

NAME OF PERSON FILING:

John F. White James F. Rice Kenneth L. Wolfe Foster L. Aborn

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the principal business office of each of the Reporting Persons is 600 Longwater Drive, Suite 204, Norwell, MA 02061.

ITEM 2

(c).

CITIZENSHIP:

Each of the Reporting Persons is a United States citizen.

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.01 per share

ITEM 2

(e).

CUSIP NUMBER:

92846N104

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

¨

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

¨

Bank as defined in Section 3(a)(6) of the Act.

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

¨

Investment company registered under Section 8 of the Investment Company Act.

(e)

¨

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

¨

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

¨

Parent holding company or control person, in accordance with Rule 13d-1(b) (1)(ii)(G).

(h)

¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

---

CUSIP No. 92846N104		13G		Page 4 of 5

 

ITEM 4.		OWNERSHIP: (1)
		(a)		Amount beneficially owned: 722,200 shares
		(b)		Percent of class: 6.1%
		(c)		Number of shares as to which such person has:
				(i)		Sole power to vote or direct the vote: 0 shares
				(ii)		Shared power to vote or direct the vote: 722,200 shares
				(iii)		Sole power to dispose or to direct the disposition of: 0 shares
				(iv)		Shared power to dispose or to direct the disposition of: 722,200 shares

 

(1)

Shares reported herein represent shares held by Kairos Partners II Limited Partnership and Kairos Partners III Limited Partnership (collectively, the “Partnerships”). Each of the Reporting Persons is a member of the investment committee of each of the Partnerships. Such committee has voting and investment power over the shares reported herein.

ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
		Not applicable
ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
		Not applicable
ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
		Not applicable
ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
		Not applicable
ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:
		Not applicable
ITEM 10.		CERTIFICATION:
		By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

---

CUSIP No. 92846N104		13G		Page 5 of 5

 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: February 28, 2005

 

---

Exhibit 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of February 28, 2005, is by and among John F. White, James F. Rice, Kenneth L. Wolfe and Foster L. Aborn (collectively, the “Kairos Filers”).

 

Each of the Kairos Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.01 per share, of Vital Images, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the parties hereby agree to file a single statement on Schedule 13G (and any amendments thereto) on behalf of each of the parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by either of the Kairos Filers upon one week’s prior written notice or such lesser period of notice as the Kairos Filers may mutually agree.

 

Executed and delivered as of the date first above written.